Company Announcements

VANCOUVER, BC , Sept. 9, 2025 /PRNewswire/ -- The RevoluGROUP Proxy Shareholder Group, representing over 10% of the issued and outstanding shares of RevoluGROUP Canada Inc. (TSXV: REVO) (Frankfurt: IJA2) (Munich: A2PU92), issues this release in direct response to ongoing failures in governance, transparency, and fiduciary accountability under Director leadership.

CONTINUING FAILURE TO FILE FINANCIAL STATEMENTS

As of today, September 6, 2025, RevoluGROUP remains under a Cease Trade Order (CTO) due to its continued failure to file audited financial statements for the fiscal year ending May 31, 2024. Despite repeated commitments in board-issued news releases, no financial statements—annual or interim—have been filed to date.

The last public statement by the board referencing the Proxy Group's proposal was made on July 30, 2025, yet no corresponding filing appeared on SEDAR+, further eroding transparency and shareholder confidence.

MISUSE OF BRINKS LOAN FUNDS

The board has consistently refused to disclose the terms of the Brinks Resources Limited loan agreement, which was signed without board-wide approval, in violation of the April 25, 2025, board resolution.

It has come to light that:

• 25% of the Brinks loan funds were appropriated directors for personal compensation, despite the agreement prohibiting use of funds for director remuneration.
• The board has not disclosed these material breaches to shareholders or regulators nor disclosed the agreement signed with Brinks Resources Limited

FALSE CLAIMS REGARDING REVOLUPAY'S FINANCIAL POSITION

In a news release dated August 1, 2025, the board claimed that RevoluPAY was approaching break-even, stating:

"RevoluPAY continues to build momentum with operational break-even nearly achieved."

This statement is demonstrably false. RevoluPAY S.L., the Spanish subsidiary, holds over $2 million CAD in intercompany debt payable to the Canadian parent company RevoluGROUP CANADA Inc., as documented in publicly filed financial statements. Under applicable Canadian accounting standards (IFRS and NI 51-102), such intra-group liabilities directly affect the subsidiary's financial position and must be repaid to qualify as break-even.

The board's failure to disclose these obligations and mischaracterize the RevoluPAY situation misleads shareholders and violates National Policy 51-201 and TSXV Policy 3.3 regarding material information.

SELF-INFLICTED DISCREDITING OF FINANCIAL STATEMENTS

In its April 21, 2025, news release, the board indicated that certain previously filed financial statements may require restatement. Per Sedar+ all such statements from September 28, 2023, through April 29, 2024, were signed by the acting CEO and director, including:

• Annual Financials: Sept 28, 2023
• Interim Q1: Oct 27, 2023
• Interim Q2: Jan 29, 2024
• Interim Q3: Apr 29, 2024

By seemingly casting doubt on their own filings, directors have introduced significant regulatory risk. Under TSXV and BCSC rules, any potential material misstatements require immediate public disclosure, followed by corrected filings—none of which have occurred. Failure to act swiftly could expose the company to enforcement action under Section 162 of the BC Securities Act, including fines, director bans, and complete delisting.

DISCREPANCIES AND CONTRADICTIONS

A review of the board's own public news releases reveals multiple contradictions:

• On April 21, the board stated a restatement may be needed.
• On June 17, the board welcomed the proxy group's proposal.
• On July 30, the board again praised governance progress but failed to disclose use of funds, Brinks terms, or financials.

The pattern is clear: chronic procrastination, internal contradictions, and undisclosed financial dealings have defined the board's conduct.

A FAILED TENURE

Since August 23, 2023, RevoluGROUP has:

• Lost all its executive officers;
• Failed to file required financials;
• Fallen under CTO;
• Incurred regulatory risk due to potential misstatements;
• Withheld material agreements and potentially misused Brinks investor funds.

This record speaks for itself. Shareholders deserve leadership, not opacity and regulatory peril.

The RevoluGROUP Proxy Shareholder Group remains committed to full restoration of compliance, financial transparency, and proper governance. We continue to call for immediate action to:

• Admit the proxy-nominated director to the board;
• Disclose all material agreements, including the Brinks Loan;
• Restate and refile any misstated financials;
• Cease personal benefit at shareholder expense.

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